Permitted Transferees means (i) in the case of a Management Holder, a transferee of Common Stock permitted in accordance with Section 2(d) herein, and (ii) in the case of any Sponsor Entity, any Affiliate thereof.
Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
Public Sale means any sale of Common Stock (i) to the public pursuant to an offering registered under the Securities Act, and (ii) to the public pursuant to Rule 144 under the Securities Act (or any similar rule then in effect) effected through a broker, dealer or market maker.
Sale Transaction means a Public Sale or in any other transaction in which an Sponsor Entity Transfers shares of Common Stock to a party other than a Permitted Transferee.
Securities Act means the Securities Act of 1933, as amended from time to time.
Sponsor Entities means, collectively, (i) the Sponsor, (ii) Summit Partners Entrepreneur Advisors Fund III, L.P., Summit Partners Growth Equity Fund IX-A AIV, L.P., Summit Partners Growth Equity Fund IX-B AIV, L.P., Summit Investors GE IX/VC IV, LLC, and Summit Investors GE IX/VC IV(UK), L.P. (collectively, the Summit Investors), and any additional entity through which the Sponsor or Summit Investors hold equity securities of the Company or any entity affiliated with the Company.
Transfer means to sell, transfer, assign, pledge or otherwise, directly or indirectly, dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).
(b) Whenever this Agreement requires a calculation of shares of Common Stock held by the Sponsor, such calculation shall aggregate the number of shares of Common Stock held by any Sponsor Entity and its Permitted Transferees.
5. Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Common Stock in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Common Stock as the owner of such Common Stock for any purpose.
6. Termination. This Agreement shall terminate on the earlier of (a) such time as the Sponsor Entities no longer hold any shares of Common Stock, and (b) the four (4) year anniversary of the IPO; provided, however, the amendment to the Registration Agreement referenced in Section 2(f) shall survive any such termination.
7. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.